Subordination Agreement to Secured Debt

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Subordination Agreement to Secured Debt

Subordination Agreement to Secured Debt

{{company_name}}

{{company_address}}

Tel: {{phone}}

Email: {{email}}

Website: {{website}}

SUBORDINATION AGREEMENT TO SECURED DEBT

This Subordination Agreement (the "Agreement") is made and entered into on this {{date}} day of {{month}}, {{year}},

BETWEEN:

1. {{subordinating_creditor_name}} of {{subordinating_creditor_address}} (hereinafter referred to as the "Subordinating Creditor");

AND

2. {{secured_creditor_name}} of {{secured_creditor_address}} (hereinafter referred to as the "Secured Creditor");

AND

3. {{debtor_name}} of {{debtor_address}} (hereinafter referred to as the "Debtor").

RECITALS

WHEREAS, the Debtor is indebted to the Subordinating Creditor in the amount of {{subordinated_debt_amount}} ({{subordinated_debt_amount_words}}) (the "Subordinated Debt");

WHEREAS, the Debtor is indebted to the Secured Creditor in the amount of {{secured_debt_amount}} ({{secured_debt_amount_words}}) (the "Secured Debt"), which Secured Debt is secured by {{description_of_security_for_secured_debt}};

WHEREAS, the Subordinating Creditor acknowledges that the Debtor requires further financing from the Secured Creditor;

WHEREAS, the Subordinating Creditor has agreed to subordinate the Subordinated Debt to the Secured Debt under the terms and conditions set forth herein.

AGREEMENT TO SUBORDINATE

1.1. The Subordinating Creditor hereby irrevocably and unconditionally subordinates and postpones full payment and satisfaction of the Subordinated Debt and all other claims, demands, and causes of action of the Subordinating Creditor against the Debtor, present or future, howsoever arising, to the full and unconditional payment and satisfaction of the Secured Debt.

1.2. The Subordinating Creditor agrees that, notwithstanding the terms of any other agreement or instrument between the Subordinating Creditor and the Debtor, no payment, distribution, security, or other benefit will be received by the Subordinating Creditor in respect of the Subordinated Debt until the Secured Debt has been repaid in full.

PROHIBITION OF PAYMENTS

2.1. Until such time as the Secured Debt has been paid in full, the Debtor shall not, directly or indirectly, make any payment, transfer any assets, or grant any security interest to the Subordinating Creditor in respect of the Subordinated Debt.

2.2. The Subordinating Creditor shall not, directly or indirectly, demand or accept any payment, transfer of assets, or security interest from the Debtor in respect of the Subordinated Debt until the Secured Debt has been paid in full.

COVENANTS OF THE SUBORDINATING CREDITOR

3.1. The Subordinating Creditor agrees to execute and deliver any further instruments or documents as may be reasonably required by the Secured Creditor to acknowledge or give effect to this Agreement.

3.2. The Subordinating Creditor warrants that it has not entered into, nor will it enter into, any other agreement that would conflict with the terms of this Agreement or impair the priority of the Secured Creditor.

REPRESENTATIONS AND WARRANTIES OF THE DEBTOR

4.1. The Debtor represents and warrants that it has disclosed to all parties the full extent of its indebtedness to both the Subordinating Creditor and the Secured Creditor.

4.2. The Debtor acknowledges and agrees to the terms of this Subordination Agreement and will abide by its provisions.

GOVERNING LAW AND JURISDICTION

5.1. This Agreement shall be governed by and construed in accordance with the laws of {{jurisdiction_country}}.

5.2. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of {{jurisdiction_country}} for the purpose of hearing and determining any dispute arising out of this Agreement.

ENTIRE AGREEMENT

6.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral, between the parties.

IN WITNESS WHEREOF

The parties have executed this Subordination Agreement on the date first above written.

_____________________________

{{subordinating_creditor_signature}}

Name: {{subordinating_creditor_name}}

Position: {{subordinating_creditor_position}}

Duly authorized

_____________________________

{{secured_creditor_signature}}

Name: {{secured_creditor_name}}

Position: {{secured_creditor_position}}

Duly authorized

_____________________________

{{debtor_signature}}

Name: {{debtor_name}}

Position: {{debtor_position}}

Duly authorized